Terms of Service

Plain-language summary(the numbered sections below are what governs): you get a subscription to run your operations on Appwharf; your data stays yours; don't abuse the platform or resell it; we commit to uptime and support SLAs in your order form; liability is capped at what you paid us in the last 12 months; enterprise agreements signed with us take precedence over this page.

01Who these terms cover

These Terms of Service (“Terms”) are an agreement between Appwharf, Inc.(“Appwharf”, “we”, “us”), with offices in New Delhi, India and San Francisco, California, and the organization or person using our website at appwharf.co (the “Site”) or the Appwharf enterprise operations platform, including its product clouds, APIs, mobile applications and documentation (together, the “Service”).

If you use the Service on behalf of an organization, you confirm that you have authority to bind that organization, and “Customer” or “you” means that organization. If you have a signed master service agreement, order form or enterprise agreement with us (an “Enterprise Agreement”), that agreement controls wherever it conflicts with these Terms.

By creating an account, accessing the Service or clicking to accept, you agree to these Terms.

02The service

Appwharf provides a subscription platform on which customers model and run business operations — including objects such as orders, inventory, sites, assets, work orders, employees and invoices — through a shared data model, workflow engine and product clouds.

The features available to you depend on your subscription plan and order form. We may release improvements, new clouds and new features from time to time; section 14 describes how changes are handled.

03Accounts and access

• Account information. You must provide accurate registration and billing information and keep it current.
• Credentials. You are responsible for safeguarding credentials, API keys and SSO configuration, and for all activity under your accounts. Notify us promptly at security@appwharf.co if you suspect unauthorized access.
• Users. You may provision users up to the limits in your plan. Each user's access is governed by the permissions you assign in the platform.
• Minimum age. The Service is for business use and may only be used by people aged 18 or older.

04Your data

“Customer Data” means data you or your users submit to the Service — your orders, inventory records, employee records, vendor files, telemetry and every other object in your graph.

• You own it. As between you and Appwharf, you retain all rights in Customer Data. We claim no ownership.
• Our license to operate. You grant us the limited rights needed to host, process, transmit, display and back up Customer Data solely to provide and support the Service, to comply with law, and as otherwise instructed by you.
• Export. You can export Customer Data at any time through the platform's export tools, the API or reverse-ETL connectors. After termination we make export available for 30 days, then delete Customer Data from production systems within 60 days, except where law requires retention.
• Responsibility. You are responsible for the accuracy and legality of Customer Data and for having the rights and consents needed to use it in the Service — including for personal data about your employees, customers and vendors.
• Privacy. Our processing of personal data is described in the Privacy Policy and, for platform Customer Data, in our Data Processing Agreement (available on request).
• Usage data. We may collect aggregated, de-identified usage and performance data to operate, secure and improve the Service. It never identifies you or any person.

05Acceptable use

You agree not to, and not to permit anyone to:

• use the Service in violation of law, or to store or transmit unlawful, infringing or harmful material;
• probe, scan or test the vulnerability of the Service without written authorization (responsible disclosure is welcome at security@appwharf.co);
• interfere with the Service's operation, circumvent usage limits, or access it to build a competing product;
• resell, sublicense or provide the Service to third parties except as permitted by your plan (for example, portal seats for your vendors and customers);
• upload malicious code, or use the Service to send spam or unauthorized messages;
• process special categories of data (such as protected health information) unless your plan and a signed addendum (for example, a BAA for HIPAA workloads) expressly cover it.

We may suspend access as described in section 13 if the Service's security or integrity is at risk.

06Fees and billing

• Fees. You agree to pay the fees in your order form or plan page. Fees are stated exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.
• Billing cycle. Unless your order form says otherwise, subscriptions bill annually in advance and renew automatically for successive terms unless either party gives 30 days' notice of non-renewal.
• Trials. Free trials convert to paid plans only if you affirmatively subscribe. Trial workspaces and their data may be deleted 30 days after a trial ends.
• Late payment. Undisputed amounts more than 30 days overdue may accrue interest at 1.5% per month (or the maximum lawful rate, if lower), and we may suspend the Service after 10 days' written notice.
• No refunds. Except where these Terms or your Enterprise Agreement expressly provide otherwise (for example, SLA credits or termination for our uncured breach), fees are non-refundable.

07Service levels and support

Paid plans include our 99.99% monthly uptime commitment and the support response targets published in your order form (P1 median first response 14 minutes). Remedies for missed service levels are service credits as defined in the SLA schedule of your order form; credits are your exclusive remedy for availability failures.

Scheduled maintenance is announced at least 72 hours in advance on our status page and does not count against uptime when it falls within the published maintenance windows.

08Intellectual property

• Our IP. Appwharf and its licensors own the Service, including software, schemas, interfaces, documentation and all improvements. We grant you a non-exclusive, non-transferable right to use the Service during your subscription term, for your internal business operations.
• Your configurations. Workflows, custom objects, fields and reports you build in the platform are part of Customer Data and belong to you.
• Feedback. If you send us suggestions, we may use them without restriction or obligation — this never includes your Customer Data.
• Marks. Neither party may use the other's name or logo without written consent, except that we may identify you as a customer in a factual list unless your Enterprise Agreement says otherwise.

09Confidentiality

Each party may receive information that is marked confidential or that reasonably should be understood as confidential (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers bound by equivalent obligations. Customer Data is your Confidential Information; the Service and our pricing are ours.

These obligations do not apply to information that is public through no fault of the receiver, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice to the other party where lawful.

10Warranties and disclaimers

We warrant that the Service will perform materially as described in its documentation and that we will provide it with reasonable skill and care, using industry-standard security practices (including the controls described in our SOC 2 Type II report).

Except as expressly stated, the Service is provided “as is”, and we disclaim all other warranties — express, implied or statutory — including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will meet requirements we have not agreed to in writing. Forecasts, anomaly detections and other Intelligence Cloud outputs are decision support, not guarantees of business results.

11Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data (other than data loss caused by our breach of section 4); and (b) each party's total aggregate liability arising out of the Service or these Terms is capped at the amounts you paid us for the Service in the 12 months before the event giving rise to the claim.

These caps do not apply to your payment obligations, either party's indemnification obligations under section 12, a party's breach of section 9, or liability that cannot be limited by law (including gross negligence or willful misconduct).

12Indemnification

• By us. We will defend you against third-party claims that the Service, used as permitted, infringes a patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages and reasonable costs finally awarded or agreed in settlement. If the Service is enjoined, we may modify it, procure rights, or terminate the affected subscription with a pro-rata refund.
• By you. You will defend us against third-party claims arising from Customer Data or your use of the Service in violation of law or section 5, and pay resulting damages and reasonable costs finally awarded or agreed in settlement.
• Process. The indemnified party must give prompt notice, reasonable cooperation, and sole control of the defense to the indemnifying party (without settling in a way that admits the indemnified party's fault without consent).

13Term, suspension and termination

• Term. These Terms apply from your first use of the Service and continue through your subscription term and any renewals.
• Termination for cause. Either party may terminate on 30 days' written notice of a material breach that remains uncured, or immediately on the other party's insolvency.
• Suspension. We may suspend access immediately where reasonably necessary to protect the Service or other customers (for example, compromise of your credentials, malicious traffic, or non-payment after notice). We will limit suspension in scope and duration and restore access promptly once the issue is resolved.
• Effect. On termination your access ends, section 4 governs data export and deletion, and any fees for the remainder of a committed term become due — except that if you terminate for our uncured material breach, we refund prepaid fees for the unused period.
• Survival. Sections 4 (export/deletion), 6 (accrued fees), 8–12 and 15 survive termination.

14Changes to the service or these terms

We may update the Service, provided we do not materially reduce the core functionality of the clouds in your subscription during a paid term. We may update these Terms by posting a revised version with a new effective date; for material changes we will give at least 30 days' notice by email or in-product notice. Changes apply at your next renewal unless you agree to them earlier; if a material change adversely affects you, you may decline renewal.

15Governing law and disputes

If your billing address is in India, these Terms are governed by the laws of India and the courts at New Delhi have exclusive jurisdiction. Otherwise, these Terms are governed by the laws of the State of California, USA (excluding its conflict-of-laws rules), and the state and federal courts located in San Francisco County have exclusive jurisdiction. Each party waives any objection to venue in those courts. The parties will first attempt in good faith to resolve any dispute through senior-management escalation for 30 days.

16Contact

Questions about these Terms: legal@appwharf.co. General contact: info@appwharf.co. Notices to Appwharf must be sent by email to legal@appwharf.co and are deemed given on confirmed receipt.